Announcement • May 02

VICI Properties Inc. (NYSE:VICI) and Blake L. Sartini acquired Seven casino real estate assets and operating assets from Golden Entertainment, Inc. (NasdaqGM:GDEN).

VICI Properties Inc. (NYSE:VICI) and Blake L. Sartini entered into Master Transaction Agreement to acquire Seven casino real estate assets and operating assets from Golden Entertainment, Inc. (NasdaqGM:GDEN) for $1.2 billion on November 6, 2025. As a part of transaction operating assets were sold to Blake L. Sartini and affiliates (“Blake Sartini”) and seven of its casino real estate assets to VICI Properties Inc. The Golden Portfolio includes: The STRAT Hotel, Casino & Tower on the North Las Vegas Strip; Arizona Charlie’s Decatur and Arizona Charlie’s Boulder in the Las Vegas Locals market; Aquarius Casino Resort and Edgewater Casino Resort in Laughlin, Nevada; and Pahrump Nugget Hotel & Casino and Lakeside RV Park & Casino in Pahrump, Nevada. Golden Entertainment shareholders will receive total consideration of a fixed exchange ratio of 0.902 shares of VICI common stock for the sale of its real estate assets and a cash distribution with proceeds from the sale of the its operating assets of $2.75 for each share. In conjunction with the transaction VICI will assume and repay up to $426 million of the outstanding debt under the Senior Secured Credit Facility. Santander has provided Blake Sartini a debt financing commitment to support the cash portion of the price, any excess debt and fees and expenses. In case of termination Golden Entertainment, Inc will pay $37 million and will receive $10 million towards termination fee. The transaction was funded by a senior secured bridge term loan facility totaling $135 million. The transaction is expected to close in mid-2026, subject to the approval of a majority of the outstanding shares of Golden stockholders, as well as customary closing conditions, listing approval, effectiveness of registration statement and regulatory approvals. An Independent Committee of the Board of Directors of Golden Entertainment has approved the merger. The transaction is expected to be Accretive to AFFO Per Share Immediately Upon Closing. As of March 8, 2026, Golden Entertainment will conduct a special meeting of shareholders will be held on March 31, 2026. On March 31, 2026, the transaction has been approved by the shareholders of Golden Entertainment, Inc. The transaction remains subject to the receipt of regulatory approvals and the satisfaction of other customary closing conditions and is expected to close in mid 2026. As of April 23, 2026 VICI Properties has received all necessary approvals for its $1.16 billion acquisition of the Golden Portfolio from Golden Entertainment. The transaction is expected to close on or around April 30, 2026. subject to the satisfaction of remaining customary closing conditions. Deutsche Bank Securities Inc. acted as financial advisor for VICI Properties Inc. Cristina Arumi, Stacey McEvoy, Dylan Hays, Andy Zahn, Tommy Wiltshire, Eryn Lin, Vanessa Gomez, Katelyn Parchman and Kelsey Levin-Epstein of Hogan Lovells US LLP acted as legal advisor for VICI Properties Inc. Todd E. Lenson, Jordan M. Rosenbaum, James P. Godman, Tzvi Rokeach, Andrew Otis, Jeffrey H Taub, Seth R. Niedermayer and Rita Celebrezze D’Souza of Herbert Smith Freehills Kramer LLP acted as legal advisor for VICI Properties Inc. Macquarie Capital (USA) Inc is serving as exclusive financial advisor and fairness opinion provider, will receive a fee of $1.25 million for opinion rendered and $7.75 million for advisory services, Steven Stokdyk, Brian Duff, Michele Anderson, Colleen Smith, Ana O'Brie, Katharine Moi, William Kessler, Brett Rosenblatt, Bryan Monson, Achraf Farraj, David Kuiper, Heather Deixle, James Mann, Holly Bauer, Aron Potash and Ann Buckingham of Latham & Watkins LLP is serving as legal counsel to the Golden Independent Committee. Santander is serving as exclusive financial advisor and Greenberg Traurig LLP is serving as legal counsel to Blake Sartini. Broadridge Financial Solutions, Inc. acted as transfer agent to Golden Entertainment, Inc. Michael J. Bonner, Dmitriy A. Tartakovskiy, Jae Woo Park, Jim Mace, James Doyle, Laurie L. Green, Brandon Roos, Robert D. Simon, Carl J. Riley, Gregory H. Cooper and Tiffany Wong of Greenberg Traurig, LLP acted as legal advisor to VICI Properties. Computershare Trust Company, Inc acted as transfer agent to VICI Properties Inc. Innisfree M&A Incorporated acted as information agent to Golden Entertainment for advisor fee for $15,000. Santander US Capital Markets LLC acted as financial advisor to Golden Entertainment, Inc and will receive a fee of $8 million. VICI Properties Inc. (NYSE:VICI) and Blake L. Sartini completed the acquisition of Seven casino real estate assets and operating assets from Golden Entertainment, Inc. (NasdaqGM:GDEN) on April 30, 2026.

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